SUBADVISORY AGREEMENT
Xxxxx Xxxxxx Sector Series Inc.
Xxxxx Xxxxxx Global Biotechnology Fund
August 14, 2000
Citibank, N.A..
Dear Sirs:
Xxxxx Xxxxxx Sector Series Inc. (the "Company"), a corporation
organized under the laws of the State of Maryland on behalf of
the Xxxxx Xxxxxx Global Biotechnology Fund (the "Fund") and SSB
Citi Fund Management LLC (the "Manager"), each confirms its
agreement with Citibank, N.A. (the "Sub-Adviser"), as follows:
1. Investment Description; Appointment
The Company desires to employ its capital relating to the Fund by
investing and reinvesting in investments of the kind and in
accordance with the investment objective(s), policies and
limitations specified in the prospectus (the "Prospectus") and
the statement of additional information (the "Statement") filed
with the Securities and Exchange Commission as part of the
Company's Registration Statement on Form N-1A, as amended or
supplemented from time to time, and in the manner and to the
extent as may from time to time be approved by the Board of
Directors of the Company (the "Board"). Copies of the
Prospectus, the Statement, the Company's Bylaws (the "Bylaws")
and any policies or procedures adopted by the Board and in effect
from time-to-time related to the Company and the Sub-Adviser (the
"Procedures") have been or will be submitted to the Sub-Adviser.
The Company agrees promptly to provide copies of all amendments
and supplements to the current Prospectus, the Statement, the
Bylaws and Procedures to the Sub-Adviser on an on-going basis.
Until the Company delivers any such amendment or supplement to
the Sub-Adviser, the Sub-Adviser shall be fully protected in
relying on the Prospectus, Statement, Bylaws and Procedures as
previously furnished to the Sub-Adviser. The Company employs the
Manager as the manager to the Portfolio pursuant to the
Management Agreement dated February 14, 2000 (the "Management
Agreement"), and the Company and the Manager desire to employ and
hereby appoint the Sub-Adviser to act as the sub-investment
adviser to the Fund. The Sub-Adviser accepts the appointment and
agrees to furnish the services for the compensation set forth
below.
2. Services as Sub-Adviser
Subject to the supervision, direction and approval of the Board
of the Company and the Manager, the Sub-Adviser shall conduct a
continual program of investment, evaluation and, if appropriate
in the view of the Sub-Adviser, sale and reinvestment of the
Fund's assets. The Sub-Adviser is authorized, in its sole
discretion and without prior consultation with the Manager, to:
(a) manage the Fund's assets in accordance with the Fund's
investment objective(s) and policies as stated in the Prospectus
and the Statement; (b) make investment decisions for the Fund;
(c) place purchase and sale orders for portfolio transactions on
behalf of the Fund; and (d) employ professional portfolio
managers and securities analysts who provide research services to
the Fund.
In addition, (i) the Sub-Adviser shall furnish the Manager daily
information concerning portfolio transactions and quarterly and
annual reports concerning transactions and performance of the
Fund in such form as may be mutually agreed upon, and the Sub-
Adviser agrees to review the Fund and discuss the management of
it with the Manager and the Board of Directors of the Company.
(ii) Unless the Manager gives the Sub-Adviser written
instructions to the contrary, the Sub-Adviser shall use its good
faith judgment in a manner which it reasonably believes best
serves the interests of the Fund's shareholders to vote or
abstain from voting all proxies solicited by or with respect to
the issuers of securities in which assets of the Fund may be
invested.
(iii) The Sub-Adviser shall maintain and preserve such records
related to the Fund's transactions as shall be required under the
Investment Company Act of 1940, as amended (the "1940 Act"). The
Manager shall maintain and preserve all books and other records
not related to the Fund's transactions as required under the 1940
Act and shall timely furnish to Sub-Adviser all information and
copies of books and records reasonably requested by Sub-Adviser
to comply with any request made in connection with a regulatory
inspection. The Sub-Adviser shall timely furnish to the Manager
all information relating to the Sub-Adviser's services hereunder
reasonably requested by the Manager to keep and preserve the
books and records of the Fund. The Sub-Adviser agrees that all
records which it maintains for the Fund are the property of the
Company and the Sub-Adviser will surrender promptly to the
Company copies of any of such records.
(iv) The Sub-Adviser shall maintain compliance procedures for
the Fund that it reasonably believes are adequate to ensure the
Fund's compliance with (A) the 1940 Act and the rules and
regulations promulgated thereunder and (B) the Fund's investment
objective(s) and policies as stated in the Prospectus and
Statement.
(v) The Sub-Adviser has adopted a written code of ethics that it
reasonably believes complies with the requirements of Rule 17j-1
under the 1940 Act, which it will provide to the Company. The
Sub-Adviser has written policies and procedures reasonably
designed to prevent the misuse of material, nonpublic information
by the Sub-Adviser or any person associated with the Sub-Adviser.
3. Brokerage
In selecting brokers or dealers (including, if permitted by
applicable law, Xxxxxxx Xxxxx Xxxxxx Inc. or any other broker or
dealer affiliated with the Manager or the Sub-Adviser) to execute
transactions on behalf of the Fund, the Sub-Adviser will seek the
best overall terms available. In assessing the best overall
terms available for any transaction, the Sub-Adviser will
consider factors it deems relevant, including, but not limited
to, the breadth of the market in the security, the price of the
security, the financial condition and execution capability of the
broker or dealer and the reasonableness of the commission, if
any, for the specific transaction and on a continuing basis. In
selecting brokers or dealers to execute a particular transaction,
and in evaluating the best overall terms available, the Sub-
Adviser is authorized to consider the brokerage and research
services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934, as amended) provided to the Fund
and/or other accounts over which the Sub-Adviser or its
affiliates exercise investment discretion. Nothing in this
paragraph shall be deemed to prohibit the Sub-Adviser from paying
an amount of commission for effecting a securities transaction in
excess of the amount of commission another member of an exchange,
broker, or dealer would have charged for effecting that
transaction, if the Sub-Adviser determined in good faith that
such amount of commission was reasonable in relation to the value
of the brokerage and research services provided by such member,
broker, or dealer, viewed in terms of either that particular
transaction or its overall responsibilities with respect to the
Fund and/or other accounts over which the Sub-Adviser or its
affiliates exercise investment discretion. In making purchases or
sales of securities or other property for the account of the
Fund, the Sub-Adviser may deal with itself or its affiliates, or
with the Fund's underwriter or distributor, to the extent such
actions are permitted by the 1940 Act.
4. Information Provided to the Company and the Manager
The Sub-Adviser shall keep the Company and the Manager informed
of developments materially affecting the Fund's holdings, and
shall, on its own initiative, furnish the Company and the Manager
from time to time with whatever information the Sub-Adviser
believes is appropriate for this purpose.
5. Compensation
(i) In consideration of the services rendered pursuant to this
Agreement, the Manager will pay the Sub-Adviser an annual fee
calculated at the rate of 0.65% of the Fund's average daily net
assets; the fee is calculated daily and paid monthly. The Sub-
Adviser shall have no right to obtain compensation directly from
the Company for services provided hereunder and agrees to look
solely to the Manager for payment of fees due. The fee for the
period from the Effective Date (defined below) of the Agreement
to the end of the month during which the Effective Date occurs
shall be prorated according to the proportion that such period
bears to the full monthly period. Upon any termination of this
Agreement before the end of a month, the fee for such part of
that month shall be prorated according to the proportion that
such period bears to the full monthly period and shall be payable
upon the date of termination of this Agreement. For the purpose
of determining fees payable to the Sub-Adviser, the value of the
Fund's net assets shall be computed at the times and in the
manner specified in the Prospectus and/or the Statement.
(ii) The Sub-Adviser agrees that, to the extent that the fee that
is payable to the Manager by the Fund is reduced by action of the
Board, the fee payable to the Sub-Adviser shall be reduced pro
rata. Additionally, to the extent that any part of the fee that
is payable to the Manager is waived by the Manager, the Sub-
Adviser agrees to waive its fees proportionately. The Manager
agrees to consult with the Sub-Adviser prior to making a decision
as to whether to waive its fees.
6. Expenses
The Sub-Adviser shall bear all expenses (excluding brokerage
costs, custodian fees, auditors fees or other expenses to be
borne by the Fund or the Company) in connection with the
performance of its services under this Agreement. The Fund will
bear certain other expenses to be incurred in its operation,
including, but not limited to, investment advisory fees, sub-
advisory fees (other than sub-advisory fees paid pursuant to this
Agreement) and administration fees; fees for necessary
professional and brokerage services; costs relating to local
administration of securities; fees for any pricing services; the
costs of regulatory compliance; and pro rata costs associated
with maintaining the Company's legal existence and shareholder
relations. All other expenses not specifically assumed by the
Sub-Adviser hereunder or by the Manager under the Management
Agreement are borne by the Fund or the Company.
7. Standard of Care
The Sub-Adviser shall exercise its best judgment and shall act in
good faith in rendering the services listed in paragraphs 2 and 3
above. The Sub-Adviser shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Fund
or the Manager in connection with the matters to which this
Agreement relates as well as in connection with the performance
of its obligations under this Agreement, provided that nothing in
this Agreement shall be deemed to protect or purport to protect
the Sub-Adviser against any liability to the Manager, the Company
or to the shareholders of the Fund to which the Sub-Adviser would
otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence on its part in the performance of its duties
or by reason of the Sub-Adviser's reckless disregard of its
obligations and duties under this Agreement.
8. Term and Amendments of Agreement
This Agreement shall become effective August 14, 2000 (the
"Effective Date") and shall continue for an initial two-year
term. This Agreement shall continue thereafter so long as such
continuance is specifically approved at least annually as
required by the 1940 Act. This Agreement is terminable, without
penalty, on 60 days' written notice, by the Board of the Company
or by vote of holders of a majority (as defined in the 1940 Act
and the rules thereunder) of the outstanding voting securities of
the Fund, or upon 60 days' written notice by the Sub-Adviser
except as otherwise agreed by the Manager and the Sub-Adviser.
This Agreement will also terminate automatically in the event of
its assignment (as defined in the 1940 Act and the rules
thereunder). This Agreement may be amended only if such amendment
is approved by the vote of a majority of the outstanding voting
securities of the Fund (except for any amendment as may be
effected in the absence of such approval without violating the
1940 Act).
9. Services to Other Companies or Accounts
The Company understands that the Sub-Adviser now acts, and may
act in the future, unless otherwise agreed to by the parties, as
investment manager, adviser, or sub-adviser to other investment
companies and/or managed accounts, including offshore entities.
Sub-Adviser agrees that whenever the Portfolio and one or more
other accounts managed or advised by the Sub-Adviser have
available funds for investment, investments suitable and
appropriate for each will be allocated in accordance with a
process designed by the Sub-Adviser to provide equitable
treatment to each company and account. The Company recognizes
that in some cases this procedure may adversely affect the size
of the position obtainable for the Fund. In addition, the
Company understands that the persons employed by the Sub-Adviser
to assist in the performance of the Sub-Adviser's duties under
this Agreement will not devote their full time to such service.
10. Representations
The Company and Fund represent that (i) a copy of the Company's
Articles of Incorporation, dated July 16, 1986 together with all
amendments thereto, is on file with the Secretary of the State of
Maryland, (ii) the appointment of the Manager has been duly
authorized, (iii) the appointment of the Sub-Adviser has been
duly authorized, and (iv) they have acted, and will continue to
act, in conformity with the 1940 Act and other applicable laws.
The Sub-Adviser represents that it is authorized to perform the
services described herein.
Each of the parties hereto represents that the Agreement has been
duly authorized, executed and delivered by all required corporate
action.
11. Materials
The Manager shall not publish or distribute or allow the Company
or the Fund to publish or distribute any information, including
but not limited to registration statements, advertising or
promotional materials, specifically describing the Sub-Adviser,
without prior written consent of the Sub-Adviser, which consent
shall not be unreasonably withheld or delayed. If the Sub-
Adviser has not notified the Manager of its disapproval of sample
materials within three (3) business days after its receipt
thereof, such materials shall be deemed approved. Materials
substantially similar to materials approved on an earlier
occasion shall also be deemed approved.
12. Governing Law
This Agreement shall be governed by the internal laws of the
State of Maryland, without regard to the conflict of law
principles thereof; provided, however, that to the extent that
anything herein is inconsistent with the 1940 Act, the 1940 Act
shall control.
13. Notice
Any notice, advice or report to be given pursuant to this
Agreement shall be deemed sufficient if delivered or mailed by
registered, certified or overnight mail, postage prepaid
addressed by the party giving notice to the other party at the
last address furnished by the other party:
To the Company at:
Xxxxx Xxxxxx Sector Series Inc.
000 Xxxxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx X. XxXxxxxx
To the Manager at:
SSB Citi Fund Management LLC
000 Xxxxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx X. XxXxxxxx
To the Sub-Adviser at:
Citibank, N.A.
Attention: Xxxxxxxx X. Xxxxxxxx
000 Xxxxx Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
14. Counterparts
This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but such
counterparts shall, together, constitute only one instrument.
If the foregoing is in accordance with your understanding, kindly
indicate your acceptance of this Agreement by signing and
returning the enclosed copy of this Agreement.
Very truly yours:
SSB CITI FUND MANAGEMENT LLC.
____________________________
By:
XXXXX XXXXXX SECTOR SERIES INC.
On behalf of the
Xxxxx Xxxxxx Global Biotechnology Fund
_____________________________
By:
Accepted:
CITIBANK, N.A.
______________________________
By:
